Victory Capital (VCTR) executive has 7,746 shares withheld for tax obligations

Rhea-AI Filing Summary

Victory Capital Holdings, Inc. reported that President, Investment Franchise, Mannik S. Dhillon had 7,746 shares of common stock withheld on March 15, 2026 to cover taxes due on previously granted restricted shares that vested that day. These shares were withheld by the company rather than sold in the open market.

The restricted shares were originally granted in 2023, 2024 and 2025 and vested on March 15, 2026, using a net settlement price equal to the March 13, 2026 closing stock price of $66.67 per share. After this tax-withholding event, Dhillon directly owned 281,249 shares of Victory Capital common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dhillon Mannik S.

(Last) (First) (Middle)

15935 LA CANTERA PARKWAY

(Street)

SAN ANTONIO TX 78256

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Victory Capital Holdings, Inc. [ VCTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President Investment Franchise

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/15/2026		F		7,746(1)	D	$66.67(1)	281,249	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Dhillon on March 15, 2023, 2024 and 2025. Such restricted shares vested on March 15, 2026. The net settlement price was the closing stock price on March 13, 2026.

	/s/ Nina Gupta, attorney-in-fact for Mr. Dhillon	03/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Victory Capital (VCTR) report for Mannik S. Dhillon?

Victory Capital reported that executive Mannik S. Dhillon had 7,746 common shares withheld to cover tax obligations on vesting restricted stock. This was a tax-withholding event, not an open-market sale, and reflects routine settlement of equity compensation awards.

Was the Victory Capital (VCTR) Form 4 a market sale by the executive?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Victory Capital withheld 7,746 shares to satisfy taxes when restricted shares granted in 2023, 2024 and 2025 vested on March 15, 2026.

How many Victory Capital (VCTR) shares does Mannik S. Dhillon hold after this filing?

After the tax-withholding transaction, Mannik S. Dhillon directly held 281,249 shares of Victory Capital common stock. This figure reflects his remaining stake following the 7,746 shares withheld to cover tax liabilities on vested restricted stock awards.

What price was used for the Victory Capital (VCTR) tax-withholding shares?

The tax-withholding shares used a net settlement price of $66.67 per share. This price matched the closing stock price on March 13, 2026, and was applied when restricted shares vested and were partially withheld to satisfy tax obligations.

Which restricted stock grants triggered the Victory Capital (VCTR) tax withholding?

The tax withholding related to restricted shares granted to Mannik S. Dhillon in 2023, 2024 and 2025. Those awards vested on March 15, 2026, and Victory Capital withheld 7,746 shares at $66.67 per share to cover associated tax liabilities.